Responsibility of secretaries etc. for certain corporate contraventions
Responsibility of company secretaries (1) A secretary of a company contravenes this subsection if the company contravenes any of the following provisions (each of which is a corporate responsibility provision): (a) section 142 (registered office); (b) section 145 (public company’s registered office to be open to public); (c) section 146 (change of principal place of business); (d) section 178A (change to proprietary company’s member register); (e) section 178C (change to proprietary company’s share structure); (ea) subsection 203AA(6) (notification of resignation day); (f) section 205B (lodgement of notices with ASIC); (g) section 254X (issue of shares); (h) section 319 (lodgement of annual reports with ASIC); (i) section 320 (lodgement of half‑year reports with ASIC); (j) section 346C (response to extract of particulars); (k) section 348D (response to return of particulars); (l) section 349A (change to proprietary company’s ultimate holding company). Note 1: See section 204A for the circumstances in which a company must have a secretary. Note 2: This subsection is a civil penalty provision (see section 1317E). Note 3: This subsection has an extended operation in relation to the secretary of a corporate director of a CCIV: see sections 1225A and 1225B. Responsibility of directors of proprietary companies (2) Each director of a proprietary company contravenes this subsection if: (a) the proprietary company contravenes a corporate responsibility provision; and (b) the proprietary company does not have a secretary when it contravenes that provision. Note 1: See section 204A for the circumstances in which a company must have a secretary. Note 2: This subsection is a civil penalty provision (see section 1317E). Defence of reasonable steps (3) A person does not contravene subsection (1) or (2) in relation to a company’s contravention of a corporate responsibility provision if the person shows that he or she took reasonable steps to ensure that the company complied with the provision.
Sourced from the Federal Register of Legislation at 17 May 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au. Verify the current text against the official source before relying on it.
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